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BIONICHE LIFE SCIENCES INC . CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER I. Statement of Policy : The Corporate Governance Committee of the' Board of Directors of Bioniche Lif e Sciences Inc . (the "Committee") shall have the broad responsibility for reviewin g corporate governance practices observed within the Company (including Board practice s and performance) and' for making recommendations with respect to such matters to th e Board . II. Composition and organization of the Corporate Governance Committee : The Committee shall consist of at least three Directors, each of whom the Board of Directors has determined to be unrelated or independent in respect of the Company a s contemplated by the applicable laws, regulations and listing requirements to which th e Company is subject . Members shall be appointed by the Board, and shall serve for such term as the Board ma y determine . The Committee Chair will be appointed by the Board . The Corporate Secretary shall act as secretary to the Committee : III. Meetings of the Corporate Governance Committee : The Committee shall meet as required . The Committee may invite such members of Management to its meetings as it may dee m desirable or appropriate, subject to the maintenance of confidentiality where required . The Committee shall meet in camera, as necessary . IV. Duties and Responsibilities of the Corporate Governance Committee : The following are the duties and responsibilities of the Committee : 1 . to make recommendations to the Board from time to time as to changes that th e Committee believes to be desirable to the , size of the Board or any committe e thereof; 2. to recommend nominees for election as Directors of the Company, taking int o account the competencies, skills and personal qualities required to add value t o the Company and to the functioning of the Board .and its Committees; 3. to . develop and to recommend to the Board standards to be applied in makin g determinations as to the presence or absence of material relationships between th e Company and a Director; 4. to identify Board Members qualified to become Members of any committee of th e Board and to recommend that the Board appoint the identified Member o r Members to the respective committee . In nominating a candidate for committee membership, the Corporate Governance Committee shall take into consideratio n the factors set out in the charter of the particular committee, as well as any othe r factors it deems appropriate ; 5. to establish procedures for the Committee to exercise oversight of the evaluation of the Board, its Committees and the contribution of individual Directors ; 6. to develop and to recommend to the Board a set of corporate governanc e principles applicable to the Company, to review those principles at least Once a year and to monitor disclosure of such principles ; 7. to assess the Beard's relationship with Management and to recommend, wher é necessary, limits on Management's authority to act without explicit Boar d approval ; 8. to consider recommendations regarding the appointment of the Chief Executiv e Officer of the Company; 9. to recommend topics of interest or importance for discussions and for action by the Board and to address information requirements of the Directors related t o corporate governance ; 10. to review Board and Chairman effectiveness including time commitments , conflicts of interest and continuing qualifications of Board Members ; 11. to report to the Board of Directors after each of its meetings ; 12. to prepare and to review with the Board an annual performance' evaluation of th e Committee and its Members, which evaluation must compare the performance o f the Committee with requirements of this charter . The performance evaluation by the Committee shall be conducted in such manner as the Committee deem s appropriate; 13. to review this charter, the Board Mandate, the Code of Ethical Conduct an d Business Practices if and when in effect, and the charters of each of the Board committees at least annually and to recommend any changes to the full Board o f Directors ; an d 14. to carry out any other duties or responsibilities expressly delegated to th e Corporate Governance Committee by the Board . V. Delegation to Sub-committee : The Committee may, in its discretion and as appropriate, delegate duties an d responsibilities to a Member or to a subcommittee of the Committee . In particular, the Committee may, by resolution, delegate a portion of its duties an d responsibilities to a separate Nominating Committee, if constituted . This sub-committe e shall consist of at least three Directors, each of whom the Board of Directors ha s determined to be independent or unrelated in respect of the Company as contemplated b y the laws, regulations and listing requirements to which the Company is subject . Th e Nominating Committee shall designate one ofits Members to act as its Chairman . The principal responsibility of the Nominating Committee will be to identify individual s believed to be qualified to become Board Members, and to recommend the nominees t o stand for election as Directors . In the event it becomes necessary or advisable that a ne w Director join the Board, the Nominating Committee shall recommend to the Board a candidate to become a Director either through appointment by the Board or through . election by Shareholders . In nominating candidates ; the Nominating Committee shal l take into consideration such factors as it deems appropriate . These factors may includ e judgment, independence, skill, diversity, experience with businesses and othe r organizations of comparable size, the interplay of the candidate's experience with th e experience of other Board members, and the extent to which the candidate would be a desirable addition . to the Board and any committees of the Board . The Nominating Committee shall also consider legal, regulatory and listing requirements applicable to th e Company in respect of the composition of the Board of Directors and its Committees . VI. Resources and Authority of the Committee : , The Committee shall have the resources and authority appropriate to discharge its dutie s and responsibilities, including the authority to retain counsel or other experts, as it deem s appropriate, without seeking, approval of the Board or Management .
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